Assignment and Subletting by Tenant. Except as expressly provided herein, Tenant shall not, by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber the Lease, the Premises or any part of or interest in the Lease or the Premises, (b) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (c) permit any other party to occupy or use all or any part of the Premises (collectively, a "Transfer"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Further, Tenant hereby agrees that Tenant shall not sublease any portion of the Premises (excluding the Original Initial Premises) to another tenant in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord's consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the sale of all or substantially all of the assets of Tenant; (iv) in connection with a sublease which has a term (including any renewal, option or extension term(s)) of less than eighteen (18) months; (v) in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area to an entity with whom Tenant has a contractual relationship such that the sublease is for the convenience of Tenant's business operations in the Premises; or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Lease, Tenant shall notify Landlord in writing within fifteen (15) days after Tenant's transfer and shall provide to Landlord evidence in writing that such assignment or sublease complies with one or more of the criteria set forth above. Any assignment of this Lease or sublease pursuant to terms of clauses (i), (ii) or (iii) above only, but not (iv), (v) or (vi) above, shall be hereafter known as an "Affiliated Transfer" and any assignment of this Lease or sublease pursuant to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a "Permitted Transfer". No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this Lease. In the event Landlord shall not withhold its approval of the proposed transfer in writing and with specific reasons for said withholding of approval within fifteen (15) days after receipt of Tenant's written request, including receipt of all information required to be furnished by Tenant hereunder, such approval shall be deemed to be given. Notwithstanding anything to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions of the Premises to U.S. Bank National Association and/or U.S. Bancorp and that any and all such subleases shall be deemed an Affiliated Transfer for purposes of this Lease.
Appears in 1 contract
Samples: Storage Space Lease Agreement (Piper Jaffray Companies)
Assignment and Subletting by Tenant. Except as expressly provided herein, Tenant shall not, by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber the Lease, the Premises or any part of or interest in the Lease or the Premises, (b) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (c) permit any other party to occupy or use all or any part of the Premises (collectively, a "“Transfer"”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Further, Tenant hereby agrees that Tenant shall not sublease any portion of the Premises (excluding the Original Initial Premises) to another tenant in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord's ’s consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the sale of all or substantially all of the assets of Tenant; (iv) in connection with a sublease which has a term (including any renewal, option or extension term(s)) of less than eighteen (18) months; (v) in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area to an entity with whom Tenant has a contractual relationship such that the sublease is for the convenience of Tenant's ’s business operations in the Premises; or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Lease, Tenant shall notify Landlord in writing within fifteen (15) days after Tenant's ’s transfer and shall provide to Landlord evidence in writing that such assignment or sublease complies with one or more of the criteria set forth above. Any assignment of this Lease or sublease pursuant to terms of clauses (i), (ii) or (iii) above only, but not (iv), (v) or (vi) above, shall be hereafter known as an "“Affiliated Transfer" ” and any assignment of this Lease or sublease pursuant to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a "“Permitted Transfer"”. No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this Lease. In the event Landlord shall not withhold its approval of the proposed transfer in writing and with specific reasons for said withholding of approval within fifteen (15) days after receipt of Tenant's ’s written request, including receipt of all information required to be furnished by Tenant hereunder, such approval shall be deemed to be given. Notwithstanding anything to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions of the Premises to U.S. Bank National Association and/or U.S. Bancorp and that any and all such subleases shall be deemed an Affiliated Transfer for purposes of this Lease. If Tenant requests Landlord’s consent to any Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; its proposed use of the Premises if other than general office use; a copy of the proposed sublease or assignment agreement; if the transferee is a privately held corporation, then any financial information for such transferee obtained by Tenant (which shall be kept confidential by Landlord and only used for the purpose of evaluating such proposed sublease or assignment and the action to be taken by Landlord hereunder); and in the event of an assignment, the proposed change in the name of the Building (if any) that such transferee may elect pursuant to the terms and conditions of Section 35.1 of this Lease. Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under the Lease, but rather Tenant’s transferee shall assume all of Tenant’s obligations under the Lease in a writing reasonably satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s or Tenant’s rights as to any subsequent Transfer. Notwithstanding anything to the contrary, with respect to any proposed sublease of one (1) Floor or more of the Premises and which has a term of all or substantially all of the then applicable Term of this Lease and to which Landlord’s prior consent is required (the portion of the Premises to be subleased is hereinafter known as the “Sublet Space”), Landlord shall also have the option (i) to sublet the entire Sublet Space from Tenant at the same Base Rental as Tenant is required to pay to Landlord under this Lease for the Sublet Space, or (ii) to terminate this Lease as to the Sublet Space as provided below; provided, however, Landlord’s right in this paragraph to so sublet or transfer shall not apply to a Permitted Transfer and shall not apply to the Original Initial Premises, but Landlord’s right shall apply to the Initial Expansion Space and all other space thereafter leased to Tenant. For purposes of this paragraph, the term “all or substantially all of the then applicable Term” shall mean any sublease which has a term in excess of three (3) years and which will expire within one (1) year of the expiration of the then applicable Term. Landlord’s option to sublet or to terminate, as the case may be, shall be exercisable by Landlord in writing within a period of fifteen (15) calendar days after receipt of Tenant’s notice of its intent to sublease. In the event Landlord exercises the option to sublet the Sublet Space pursuant to Landlord’s option set forth above, the term of the subletting from the Tenant to Landlord shall be the term prescribed in the third party sublease (which shall not be longer than the then current Term of this Lease) and shall be on such terms and conditions as are contained in this Lease (including the Base Rental applicable to the Sublet Space as described in this Lease), except that Landlord shall have the right to further sublet the Sublet Space freely and without any consent or approval from Tenant and for such rent as Landlord shall agree upon in its sole and absolute discretion subject to the following restrictions. If Landlord exercises the option to sublease the Sublet Space or to terminate this Lease as to the Sublet Space, then (a) Landlord shall not sublease or lease to or allow the occupancy of any portion of Floors 1 and 2 only by any Financial Services Business as described in Section 38.1, but the foregoing restriction shall not apply to any other space in the Premises, and (b) such Sublet Space may be leased or further sublet by Landlord only for a use permitted under Legal Requirements which is not incompatible with a first class office building in downtown Minneapolis, Minnesota. If Landlord elects to terminate this Lease pursuant to Landlord’s option set forth above, then this Lease shall terminate as to the Sublet Space on the date set forth in said third party sublease for commencement. If Landlord exercises its option to terminate this Lease with respect to the Sublet Space, as to that portion of the Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect and the Base Rental for the remaining portion of the Premises which is not a part of the Sublet Space shall continue to be determined and paid in the manner provided in this Lease for such space. Landlord shall also have the right in connection with all subleases (other than an Affiliated Transfer or a sublease of a portion of the Original Initial Premises) to share in any profit from such subleases as hereinafter provided in this paragraph. In the event of such a sublease and (i) if Landlord does not elect to exercise either the option to sublease or to terminate as described in the preceding paragraph (if available to Landlord) and (ii) the aggregate rental or other consideration paid by a transferee with respect to any sublease space (except as provided below) exceeds the sum of (y) Tenant’s Rent to be paid to Landlord for such sublease space during such period and (z) an amount equal to the amortized amount of Tenant’s reasonable costs and expenses actually incurred in connection with such Transfer, including reasonable attorneys fees, brokerage fees, reasonable costs of finishing or renovating the space affected and reasonable cash rental concessions, which costs and expenses shall be amortized over the original term of such sublease at an interest rate equal to eight percent (8%) per annum, then seventy-five percent (75%) of such excess shall be paid to Landlord within fifteen (15) days after, such amount is paid to Tenant. The terms of this paragraph and Landlord’s right to receive such excess rent shall not, however, apply to an Affiliated Transfer and shall not apply to the sublease of a portion of the Original Initial Premises. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, directly to Landlord upon an Event of Default by Tenant under this Lease. Landlord shall have the right, at Landlord’s expense, to audit Tenant’s books and records relating to each such sublease, provided such information shall be kept confidential. Any attempted Transfer by Tenant in violation of the terms and covenants of this Section 22 shall be void and shall constitute a default by Tenant under the Lease.”
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Assignment and Subletting by Tenant. Except as expressly provided herein, 4.16.1 Tenant shall not, by operation of law or otherwise, (a) not have the right to assign, transfer, mortgagemortgage or encumber this Lease in whole or in part, pledge, hypothecate or otherwise encumber nor sublet the Lease, the Premises whole or any part of or interest in the Lease or the Premises, (b) nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord's written consent. Notwithstanding the foregoing Tenant shall have the right, without Landlord's consent, but upon giving prior written notice to Landlord, to assign this Lease or to sublet all or any part of the Premises or any right or privilege appurtenant to the Premisesan affiliated entity controlling, controlled by, or (c) permit any other party to occupy or use all or any part of the Premises (collectively, a "Transfer"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Further, Tenant hereby agrees that Tenant shall not sublease any portion of the Premises (excluding the Original Initial Premises) to another tenant in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord's consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) Tenant or to any a corporation or other entity resulting from a merger, acquisition, consolidation or reorganization merger of or consolidation with Tenant; (iii) in connection with the sale of Tenant or to an entity to which all or substantially all of Tenant's assets shall be transferred (such entity being referred to herein as a "Permitted Assignee" or "Permitted Subtenant," as the assets case may be) provided, that the assignee or subtenant thereof executes and delivers to Landlord an agreement ("Assumption Agreement") pursuant to which such transferee shall agree to be bound by all of Tenant; the terms, provisions and conditions of the Lease including, without limitation, the provisions of this paragraph 4.16 and, provided further, such Permitted Assignee or Permitted Subtenant, as the case may be, shall have, at the time of the transfer, a net worth equal to the greater of (ivx) the net worth of Tenant as of the date of this Lease or (y) the net worth of Tenant as of the date of the transaction in connection with a sublease which has a term question. For purposes of the preceding sentence, "control" shall mean direct or indirect ownership of more than fifty percent (including any renewal, option or extension term(s)50%) of less than eighteen (18) months; (v) the beneficial interest of the entity in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area to an entity with whom Tenant has a contractual relationship such that the sublease is for the convenience of Tenant's business operations in the Premises; question. Notwithstanding any permitted assignment or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Leasesubletting, Tenant shall notify Landlord at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in writing within fifteen (15) days after Tenant's transfer and shall provide addition to Landlord evidence any other remedies provided in writing that this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease complies with one or more of the criteria set forth above. Any assignment of and apply such rents against any sums due to Landlord from Tenant under this Lease or sublease pursuant to terms of clauses (i)Lease, (ii) or (iii) above only, but not (iv), (v) or (vi) above, and no such collection shall be hereafter known as an "Affiliated Transfer" and any assignment construed to constitute a novation or release of this Lease or sublease pursuant to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a "Permitted Transfer". No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation the further performance of Tenant's obligations under this Lease. In Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to secure the event Landlord shall not withhold its approval performance of the proposed transfer in writing and with specific reasons for said withholding obligations of approval within fifteen (15) days after receipt of Tenant's written request, including receipt of all information required Tenant under this Lease. No consent once given by Landlord to be furnished by Tenant hereunder, such approval any assignment or subletting shall be deemed to be given. Notwithstanding anything relieve Tenant or any assignee or subtenant from the obligations of seeking Landlord's prior written consent to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions of the Premises to U.S. Bank National Association and/or U.S. Bancorp and that any and all such subleases shall be deemed an Affiliated Transfer for purposes of this Leasesubsequent transfer.
Appears in 1 contract
Assignment and Subletting by Tenant. 4.17.1 Except as expressly for a sublease of all or a portion of the Premises or an assignment of this Lease to (i) the survivor of a merger or consolidation with Tenant, (ii) any entity acquiring all or substantially all of the voting securities or assets of Tenant or (iii) an affiliate or wholly-owned subsidiary of Tenant, which sublease or assignment shall be permitted hereunder and shall not require Landlord's consent (provided hereinthat Tenant shall give Landlord prior written notice, and a true and correct copy, of the sublease or assignment document), and which sublease or assignment shall be subject to further prohibitions against sublease or assignment in accordance with the terms of this Section 4.17, Tenant shall not, by operation of law or otherwise, (a) not have the right to assign, transfer, mortgagemortgage or encumber this Lease in whole or in part, pledge, hypothecate or otherwise encumber nor sublet the Lease, the Premises whole or any part of or interest in the Lease or the Premises, (b) sublet nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord's consent, which shall not be unreasonably, withheld or delayed but may be granted or withheld in accordance with the provisions set forth in Section 4.17.3 hereof. Notwithstanding any right permitted assignment or privilege appurtenant to subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the Premisespayment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, or (c) permit any other party to occupy or use all if the Premises or any part of the Premises (collectivelyare then subject to an assignment or subletting, a "Transfer"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Further, Tenant hereby agrees that Tenant shall not sublease in addition to any portion of the Premises (excluding the Original Initial Premises) to another tenant other remedies provided in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord's consent (i) by law, may at its option collect directly from such assignee or subtenant all rents becoming due to any corporation or other entity that controls, is controlled by or is Tenant under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the sale of all or substantially all of the assets of Tenant; (iv) in connection with a sublease which has a term (including any renewal, option or extension term(s)) of less than eighteen (18) months; (v) in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area to an entity with whom Tenant has a contractual relationship such that the sublease is for the convenience of Tenant's business operations in the Premises; or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Lease, Tenant shall notify Landlord in writing within fifteen (15) days after Tenant's transfer and shall provide to Landlord evidence in writing that such assignment or sublease complies with one or more of the criteria set forth above. Any assignment of and apply such rents against any sums due to Landlord from Tenant under this Lease or sublease pursuant to terms of clauses (i)Lease, (ii) or (iii) above only, but not (iv), (v) or (vi) above, and no such collection shall be hereafter known as an "Affiliated Transfer" and any assignment construed to constitute a novation or release of this Lease or sublease pursuant to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a "Permitted Transfer". No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation the further performance of Tenant's obligations under this Lease. In Upon the event occurrence of an Event of Default, Tenant hereby makes an absolute assignment to Landlord shall not withhold its approval of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the proposed transfer in writing and with specific reasons for said withholding obligations of approval within fifteen (15) days after receipt of Tenant's written request, including receipt of all information required to be furnished by Tenant hereunder, such approval shall be deemed to be given. Notwithstanding anything to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions of the Premises to U.S. Bank National Association and/or U.S. Bancorp and that any and all such subleases shall be deemed an Affiliated Transfer for purposes of under this Lease.
Appears in 1 contract
Samples: Office Lease (Eloyalty Corp)
Assignment and Subletting by Tenant. Except as expressly provided herein, Tenant shall not, by operation of law or otherwise, (a) have the right to assign, transfer, mortgage, pledge, hypothecate sublet or otherwise encumber the Lease, the Premises or any part of or transfer its interest in the this Lease and its rights hereunder to any entity or the Premisesperson, (b) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (c) permit any other party to occupy or use all or any part of the Premises (collectively, a "Transfer"), without the prior with Landlord’s written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed. Further, Tenant hereby agrees that Tenant shall not sublease any portion of the Premises (excluding the Original Initial Premises) to another tenant in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord's consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in In connection with the sale foregoing, the failure of all or substantially all of the assets of Tenant; (iv) in connection with a sublease which has a term (including any renewal, option or extension term(s)) of less than eighteen (18) months; (v) in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area Landlord to an entity with whom Tenant has a contractual relationship such that the sublease is for the convenience of Tenant's business operations in the Premises; or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Lease, Tenant shall notify Landlord respond in writing within fifteen thirty (1530) days after Tenant's transfer and shall provide to Landlord evidence in writing that such assignment or sublease complies with one or more of the criteria set forth above. Any assignment of this Lease or sublease pursuant to terms of clauses (i), (ii) or (iii) above only, but not (iv), (v) or (vi) above, ’s request for Landlord’s consent shall be hereafter known as an "Affiliated Transfer" and any assignment of this Lease or sublease pursuant deemed to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a "Permitted Transfer". No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this Lease. In the event Landlord shall not withhold its constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in writing and with specific reasons for said withholding of approval within fifteen this Lease without Landlord’s consent, written or otherwise, to any (15i) days after receipt parent, subsidiary or affiliate of Tenant's written request, including receipt of all information required or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises — is intended to be furnished leased back by such entity to Tenant hereunderor any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such approval assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be deemed to be given. Notwithstanding anything to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions released of the Premises to U.S. Bank National Association and/or U.S. Bancorp and that any and all further liability under this Lease and if such subleases assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be deemed an Affiliated Transfer for purposes immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of this Leasethe document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenant.
Appears in 1 contract
